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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

    [X]  Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934

         For the quarterly period ended March 31, 2002

                                       or

    [ ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934

         For the transition period from _______ to ________

                        Commission file number: 333-76331

                          INT MEDIA GROUP, INCORPORATED
                          -----------------------------
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                      06-1542480
 ------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

      23 OLD KINGS HIGHWAY SOUTH
          DARIEN, CONNECTICUT                                  06820
 --------------------------------------                     ----------
(Address of principal executive offices)                    (Zip Code)

                                 (203) 662-2800
                                 --------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
                                 --------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
                                         Yes  [X]   No  [_]

The number of outstanding shares the Registrant's common stock, par value $.01
per share, as of May 10, 2002 was 25,333,077.
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<PAGE>

                          INT MEDIA GROUP, INCORPORATED

                                      INDEX
                                                                            PAGE
                                                                            ----
PART I.  Financial Information

Item 1.  Financial Statements

         Consolidated Balance Sheets - December 31, 2001
           and March 31, 2002                                                 3

         Consolidated Statements of Operations - For the Three
           Months Ended March 31, 2001 and 2002                               4

         Consolidated Statements of Cash Flows - For the Three
           Months Ended March 31, 2001 and 2002                               5

         Notes to Consolidated Financial Statements                           6

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          13

PART II. Other Information                                                   14

         Signatures                                                          15

                                        2
<PAGE>

                          INT MEDIA GROUP, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                      DECEMBER 31, 2001 AND MARCH 31, 2002
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


                                                         DECEMBER 31,  MARCH 31,
                                                             2001        2002
                                                          ---------   ---------
                                                                     (UNAUDITED)
                                     ASSETS

Current assets:
   Cash and cash equivalents                              $  25,100   $  25,139
   Accounts receivable, net of allowances of
     $1,810 and $1,875, respectively                          6,527       5,283
   Prepaid expenses and other                                   573         951
                                                          ---------   ---------
          Total current assets                               32,200      31,373

Property and equipment, net of accumulated
  depreciation of $5,516 and $6,165, respectively             3,767       3,203
Intangible assets, net                                        1,508       1,475
Goodwill                                                      5,261       5,261
Investments and other assets                                  3,051       2,413
                                                          ---------   ---------
          Total assets                                    $  45,787   $  43,725
                                                          =========   =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                       $   1,388   $     860
   Accrued payroll and related expenses                       1,533       1,172
   Accrued expenses and other                                 3,374       2,979
   Accrued Web site acquisition payments                        398         341
   Deferred revenues                                          2,581       3,218
                                                          ---------   ---------
        Total current liabilities                             9,274       8,570

Accrued Web site acquisition payments                           265         115
Deferred revenues                                               910         683
                                                          ---------   ---------
          Total liabilities                                  10,449       9,368
                                                          ---------   ---------

Stockholders' equity:
   Preferred stock, $.01 par value, 4,000,000
     shares authorized, no shares issued                          -           -
   Common stock, $.01 par value, 75,000,000 shares
     authorized, 25,333,077 shares issued and outstanding       253         253
   Additional paid-in capital                               175,418     175,418
   Accumulated deficit                                     (140,298)   (141,329)
   Accumulated other comprehensive income (loss)                (35)         15
                                                          ---------   ---------
       Total stockholders' equity                            35,338      34,357
                                                          ---------   ---------
       Total liabilities and stockholders' equity         $  45,787   $  43,725
                                                          =========   =========

            See notes to consolidated financial statements.

                                        3
<PAGE>

                          INT MEDIA GROUP, INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2002
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                          ---------------------
                                                            2001         2002
                                                          --------     --------
Revenues                                                  $ 12,013     $  8,676
Cost of revenues                                             8,014        3,534
                                                          --------     --------
Gross profit                                                 3,999        5,142
                                                          --------     --------

Operating expenses:
     Advertising, promotion and selling                      5,929        3,365
     General and administrative                              2,714        1,743
     Depreciation                                              696          657
     Amortization                                            9,198          172
                                                          --------     --------
Total operating expenses                                    18,537        5,937
                                                          --------     --------

Operating loss                                             (14,538)        (795)

Loss on investments and other, net                               -         (109)
Interest income                                                716          104
                                                          --------     --------

Loss before income taxes, minority interests
  and equity losses from international
  and venture fund investments, net                        (13,822)        (800)

Provision for foreign income taxes                               2            6
Minority interests                                              48            1
Equity losses from international and venture
  fund investments, net                                       (557)        (226)
                                                          --------     --------
Net loss                                                  $(14,333)    $ (1,031)
                                                          ========     ========

Basic and diluted net loss per share                      $  (0.57)    $  (0.04)
                                                          ========     ========
Weighted average number of common shares outstanding        25,332       25,333
                                                          ========     ========

                 See notes to consolidated financial statements.

                                        4
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                          INT MEDIA GROUP, INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2002
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                           --------------------
                                                             2001        2002
                                                           --------    --------
Cash flows from operating activities:
    Net loss                                               $(14,333)   $ (1,031)
    Adjustments to reconcile net cash provided by
     (used in) operating activities-
       Depreciation and amortization                          9,894         829
       Non-cash barter transactions                            (688)       (333)
       Provision for losses on accounts receivable              544         280
       Minority interests                                       (48)         (1)
       Equity losses from international and venture fund
         investments, net                                       557         226
       Loss on investments and other, net                         -         109
    Changes in assets and liabilities:
       Accounts receivable                                    1,983         877
       Prepaid expenses and other                                27        (231)
       Accounts payable and accrued expenses                   (233)     (1,033)
       Deferred revenues                                       (129)        726
                                                           --------    --------
           Net cash (used in) provided by operating
             activities                                      (2,426)        418
                                                           --------    --------

Cash flows from investing activities:
    Additions to property and equipment                      (1,338)       (108)
    Acquisitions of Web sites, related Internet media
      properties and other                                  (19,799)       (444)
    Proceeds from sales of assets and other                       -         173
                                                           --------    --------
           Net cash used in investing activities            (21,137)       (379)
                                                           --------    --------

Cash flows from financing activities:
    Proceeds from exercise of stock options                      55           -
                                                           --------    --------
           Net cash provided by financing activities             55           -
                                                           --------    --------

Effect of exchange rates on cash                                  1           -
                                                           --------    --------

Net (decrease) increase in cash and cash equivalents        (23,507)         39
Cash and cash equivalents, beginning of period               59,979      25,100
                                                           --------    --------
Cash and cash equivalents, end of period                   $ 36,472    $ 25,139
                                                           ========    ========

Supplemental disclosures of cash flow:

    Cash paid for income taxes                             $      -    $     12
                                                           ========    ========

                 See notes to consolidated financial statements

                                        5
<PAGE>

                          INT MEDIA GROUP, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

1. THE COMPANY

     INT Media Group, Incorporated is a leading provider of global real-time
news, information and media resources for Internet industry and information
technology professionals, Web developers and experienced Internet users. INT
Media Group includes the internet.com and EarthWeb Network of over 150 Web sites
and over 200 e-mail newsletters that generate over 225 million page views
monthly. Our INT Media Group Events Division includes nearly 40 offline
conferences and trade shows on Internet and IT-specific topics that are aligned
with our Network of Web sites and e-mail newsletters. In addition, our INT Media
Group Research Division publishes research reports analyzing the Internet and
information technologies sectors worldwide.

     Since all of INT Media Group's products and services relate to providing
information to Internet industry and information technology professionals, Web
developers and experienced Internet users, its success is dependent on the
continued growth of the Internet and information technology.

2. BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
prepared from the books and records of INT Media Group in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. It is suggested that these unaudited consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes thereto for the year ended December 31, 2001 included in
INT Media Group's Form 10-K for the year ended December 31, 2001. In the opinion
of management, all adjustments considered necessary for a fair presentation of
the results for the interim periods presented have been reflected in such
consolidated financial statements.

     The consolidated financial statements include the accounts of INT Media
Group and its majority-owned and wholly-owned subsidiaries. All significant
intercompany transactions have been eliminated.

3. RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS
No. 141 requires that the purchase method of accounting be used for all business
combinations subsequent to June 30, 2001 and specifies criteria for recognizing
intangible assets acquired in a business combination. SFAS No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested for impairment at least annually. Intangible
assets with definite useful lives will continue to be amortized over their
estimated useful lives. SFAS No. 142 is effective for fiscal years beginning
after December 15, 2001. On January 1, 2002, SFAS No. 142 became effective and
as a result, INT Media Group ceased amortizing the remaining goodwill. If the
non-amortization provisions of SFAS 142 had been effective in 2001, net loss and
basic and diluted net loss per share for the three months ended March 31, 2001,
would have been $5.4 million and $0.21, respectively. Amortization expense
related to goodwill was $8.9 million for the three months ended March 31, 2001.
INT Media Group is currently evaluating the effect, if any, that the impairment
review may have on its results of operations or its financial position.

                                        6
<PAGE>

     Also in July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This standard addresses the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The standard is effective for
fiscal years beginning after June 15, 2002. INT Media Group's management does
not expect the adoption of SFAS No. 143 to have a material impact on INT Media
Group's financial results.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". This standard addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The standard is effective for fiscal years beginning after December 15, 2001.
Adoption of SFAS No. 144 has not had a material impact on INT Media Group's
financial results.

4. INTANGIBLE ASSETS AND GOODWILL

     INTANGIBLE ASSETS

     The following table sets forth the amount of intangible assets that are
subject to amortization, including the related accumulated amortization, as well
as those intangible assets not subject to amortization:

                                                    MARCH 31, 2002
                                      ------------------------------------------
                                                      ACCUMULATED
                                          COST       AMORTIZATION      TOTAL
                                      ------------   ------------   ------------
     Amortized intangible assets

       Trademarks                     $      1,355   $       (453)  $        902
       Web site development costs            1,207           (634)           573
       Other                                   112           (112)             -
                                      ------------   ------------   ------------

       Total                          $      2,674   $     (1,199)  $      1,475
                                      ============   ============   ============

     GOODWILL

     The carrying amount of goodwill has not changed in the three months ended
March 31, 2002.

                                        7
<PAGE>

5. COMPUTATION OF NET LOSS PER SHARE

     Basic net loss per share is computed using the weighted average number of
common shares outstanding during the period. Dilutive net loss per share is
computed using the weighted average number of common and dilutive common
equivalent shares outstanding during the period. Common equivalent shares
consist of the incremental common shares issuable upon the exercise of stock
options. Common equivalent shares are excluded from the calculation if their
effect is anti-dilutive.

     Computations of basic and diluted net loss per share for the three months
ended March 31, 2001 and 2002 are as follows (in thousands, except per share
amounts):

                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                                  ---------------------------
                                                      2001           2002
                                                  ------------   ------------

     Numerator: Net loss                          $    (14,333)  $     (1,031)

     Denominator: Weighted average shares
       outstanding                                      25,332         25,333
                                                  ------------   ------------
     Basic and diluted net loss per share         $      (0.57)  $      (0.04)
                                                  ============   ============

                                        8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following discussion should be read in conjunction with our financial
statements and the accompanying notes, which appear elsewhere in this filing.
Statements in this Form 10-Q, which are not historical facts, are
"forward-looking statements" that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. The potential risks and uncertainties address a variety of subjects
including, for example: the competitive environment in which INT Media Group
competes; the unpredictability of INT Media Group's future revenues (including
those resulting from online advertising on INT Media Group's Web sites and
related Internet media properties), expenses, cash flows and stock price; INT
Media Group's investments in international and venture investments; any material
change in INT Media Group's intellectual property rights; and continued growth
and acceptance of the Internet and information technology. For a more detailed
discussion of such risks and uncertainties, refer to INT Media Group's reports
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933 and the Securities Exchange Act of 1934. The forward-looking statements
included herein are made as of the date of this Form 10-Q, and we are under no
obligation to update the forward-looking statements after the date hereof.

OVERVIEW

     INT Media Group is a leading provider of global real-time news, information
and media resources for Internet industry and information technology
professionals, Web developers and experienced Internet users. INT Media Group
includes the internet.com and EarthWeb Network of over 150 Web sites and over
200 e-mail newsletters that generate over 225 million page views monthly. Our
INT Media Group Events Division includes nearly 40 offline conferences and trade
shows on Internet and IT-specific topics that are aligned with our Network of
Web sites and e-mail newsletters. In addition, our INT Media Group Research
Division publishes research reports analyzing the Internet and information
technologies sectors worldwide.


     We generate revenues from the following sources:

     o   advertising on our Web sites, e-mail newsletters, online discussion
         forums and moderated e-mail discussion lists;
     o   e-commerce agreements and offerings;
     o   conferences and trade shows;
     o   permission based opt-in e-mail list rentals;
     o   paid subscription services;
     o   research reports;
     o   licensing of our editorial content and brands;
     o   online press release distribution services; and
     o   venture fund management fees

     We barter a portion of the unsold advertising impressions generated by our
network for advertising and promotion in media properties owned by other third
parties. In addition, we barter portions of unsold advertising impressions for
equity interests in certain of our venture funds' portfolio companies. Revenues
related to barter transactions were approximately $1.5 million and $1.2 million
and expenses were $798,000 and $884,000 for the three months ended March 31,
2001 and 2002, respectively.

     For the three months ended March 31, 2001 and 2002, a majority of our
revenues were from the sale of advertising. We recognize advertising revenue
ratably in the period during which the advertising is displayed, provided that
we have no significant remaining obligations and collection of the resulting
receivable is probable. Such obligations typically include guarantees of a
minimum number of advertising impressions, or number of times an advertisement
is displayed. We use a direct sales force to sell advertising to companies and
advertising agencies.

                                        9
<PAGE>

     Our e-commerce agreements generally include advertising on our Web sites,
bounties for new customers or revenue sharing for sales made by the e-commerce
vendors as a result of links from our network, or in some cases combinations of
advertising, bounties and revenue sharing. We recognize the advertising
component of these agreements ratably in the period the advertising is
displayed, provided that no significant company obligations remain and
collection of the remaining receivable is probable. Generally, bounties and
revenue sharing agreements require a monthly minimum fee from INT Media Group's
customers. Revenues from these agreements are recognized in the month in which
they are earned.

     Our conferences and trade shows generate revenues from attendee
registrations, exhibition space and from advertiser and vendor sponsorships.
Proceeds from the sale of attendee registrations, exhibition space and
advertiser and vendor sponsorships are deferred and recognized as revenue at the
time the conferences and trade shows are held.

     We currently offer for rental our permission based opt-in e-mail list names
relating to over 260 Internet-specific topics. Members of our community of
Internet users volunteer, or "opt-in," to be included on these lists to receive
e-mail product offerings and information relevant to their Internet and
information technology interests. Subscribers to these permission based opt-in
e-mail lists receive e-mail announcements of special offers relating to each
topic subscribed. We generate revenues on a per use basis for the rental of our
list names. Revenue from permission based opt-in list rentals is recognized at
the time of use by the renter.

     Paid subscription services relate to customer subscriptions to our paid
e-mail newsletters and services, SEARCHENGINEWATCH, THECOUNTER.COM,
WINDRIVERS.COM, WALLSTREETRESEARCHNET.COM, UNCLAIMEDDOMAINS.COM, DOMAINBOOK.COM,
ALERTIPO.COM AND NANOTECHPLANET.COM, which are sold through our network and
through affiliate relationships. Revenue from subscriptions is recognized
ratably over the subscription period. Deferred revenues relate to the portion of
collected subscription fees, which has not yet been recognized as revenue.

     Through our INT Media Research Division, we publish and sell research
reports that analyze the Internet and information technology sectors worldwide.
Revenues are recognized upon delivery of the reports to the purchasers.

     Our licensing agreements vary in structure, with INT Media Group generating
fixed fees, royalties or both for access to our editorial content and brands. We
generally license our editorial content and brands to offline and online media
companies. Revenues are recognized ratably over the period of the licensing
agreements.

     Online press release distribution revenues are generated through
INTERNETNEWSBUREAU.COM. We distribute e-mail based press releases to over 6,000
registered journalists. Revenue from this service is recorded on a per use basis
and is recognized at the time of distribution.

     Venture fund management fees relate to management fees earned for the
day-to-day operation and general management of internet.com Venture Fund I LLC,
internet.com Venture Fund II LLC and internet.com Venture Partners III LLC.
Management fees are recognized ratably over the period in which services are
rendered. In addition, INT Media Group is entitled to 20% of the realized gains
earned from portfolio investments, which are recognized at the time of
distribution from the venture capital funds.

     From July 1995 through March 31, 2002, we made 73 acquisitions of media
properties, consisting of 102 Web sites, 107 e-mail newsletters, 125 online
discussion forums and 162 moderated e-mail discussion lists. We expect to
continue to pursue strategic acquisitions to strengthen our content offerings
and services. All of INT Media Group's acquisitions have been accounted for as
purchases.

     We have sustained losses on a quarterly and annual basis in the past, and
because costs are largely fixed in the short term, we expect to be vulnerable to
significant fluctuations in operating losses if actual revenues fall below
anticipated levels. Furthermore, given the rapidly evolving nature of our
business, our operating results

                                       10
<PAGE>

are difficult to forecast and period-to-period comparison of our operating
results will not be meaningful and should not be relied upon as any indication
of future performance. Due to these and other factors, many of which are outside
our control, quarterly operating results may fluctuate significantly in the
future.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 AND 2002

     REVENUES. Revenues were $12.0 million for the three months ended March 31,
2001 and $8.7 million for the three months ended March 31, 2002, representing a
decrease of 28%. This change was primarily due to a reduction in advertising
revenues. A majority of our revenues relates to advertising on our network of
Web sites, e-mail newsletters, online discussion forums and moderated e-mail
discussion lists. While we anticipate that advertising revenues will continue to
represent a majority of our revenues for the foreseeable future, we believe that
revenues from e-commerce agreements and offerings, conferences and trade shows,
permission based opt-in e-mail list rentals, paid subscription services,
research reports, licensing, online press release distribution services and
venture fund management fees will continue to expand and diversify our future
revenue streams.

     COST OF REVENUES. Cost of revenues primarily consists of expenses
associated with editorial, communications infrastructure, Web site hosting and
conferences and trade shows. Cost of revenues was $8.0 million for the three
months ended March 31, 2001 and $3.5 million for the three months ended March
31, 2002, representing a decrease of 56%. This change was primarily due to a
reduction of editorial, technology and operations personnel and a decrease in
expenses for freelance contributors. As a percentage of revenues, cost of
revenues was 67% for the three months ended March 31, 2001 and 41% for the three
months ended March 31, 2002.

     ADVERTISING, PROMOTION AND SELLING. Advertising, promotion and selling
expenses primarily consist of costs related to sales and marketing staff, sales
commissions and promotion costs. Advertising, promotion and selling expenses
were $5.9 million for the three months ended March 31, 2001 and $3.4 million for
the three months ended March 31, 2002, representing a 43% decrease. This change
was primarily due to a reduction in advertising sales personnel. As a percentage
of revenues, advertising, promotion and selling expenses were 49% for the three
months ended March 31, 2001 and 39% for the three months ended March 31, 2002.

     GENERAL AND ADMINISTRATIVE. General and administrative expenses primarily
consist of salaries, professional fees, facilities costs and provisions for
losses on accounts receivable. General and administrative expenses were $2.7
million for the three months ended March 31, 2001 and $1.7 million for the three
months ended March 31, 2002, representing a 36% decrease. This change was
primarily due to a reduction in administrative personnel and a reduction in the
provision for losses on accounts receivable. As a percentage of revenues,
general and administrative expenses were 23% for the three months ended March
31, 2001 and 20% for the three months ended March 31, 2002.

     DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment was
$696,000 for the three months ended March 31, 2001 and $657,000 for the three
months ended March 31, 2002, representing a 6% decrease. As a percentage of
revenues, depreciation of property and equipment was 6% for the three months
ended March 31, 2001 and 8% for the three months ended March 31, 2002.
Amortization of intangibles was $9.2 million for the three months ended March
31, 2001 and $172,000 for the three months ended March 31, 2002, representing a
98% decrease. On January 1, 2002, INT Media Group ceased amortizing the
remaining goodwill on acquired Web sites and related Internet media properties
in accordance with SFAS No. 142. As a percentage of revenues, amortization of
intangibles was 77% for the three months ended March 31, 2001 and 2% for the
three months ended March 31, 2002.

     MINORITY INTERESTS. Minority interests represent the minority stockholders'
proportionate share of losses of INT Media Group's majority-owned consolidated
international subsidiaries.

                                       11
<PAGE>

     EQUITY LOSSES FROM INTERNATIONAL AND VENTURE FUND INVESTMENTS, NET. Equity
losses represent INT Media Group's net equity interests in the investments in
internet.com venture funds and international joint ventures.

     LOSS ON INVESTMENTS AND OTHER, NET. During the three months ended March 31,
2002, INT Media Group determined that the declines in value from INT Media
Group's accounting basis for certain of its investments in internet.com venture
fund portfolio companies was other than temporary. INT Media Group recognized
losses totaling $109,000 related to investment impairment, net of a gain on the
sales of assets.

     INTEREST INCOME. Interest income was $716,000 for the three months ended
March 31, 2001 and $104,000 for the three months ended March 31, 2002.

     PROVISION FOR INCOME TAXES. INT Media Group recorded a provision for income
taxes of $2,000 for the three months ended March 31, 2001 and $6,000 for the
three months ended March 31, 2002 related to foreign income tax liabilities
which were recorded based upon estimated foreign tax rates.

LIQUIDITY AND CAPITAL RESOURCES

     Since inception, we have funded operations primarily with cash from our
initial and follow-on public offerings, borrowings under a line of credit and
the capital contributions of members of internet.com LLC. On June 25, 1999, we
completed our initial public offering of 3,400,000 shares of our common stock at
$14.00 per share. Net proceeds to INT Media Group aggregated approximately $43.0
million. On June 30, 1999, INT Media Group paid the outstanding balance under
our line of credit of approximately $5.0 million and terminated the line of
credit. On February 1, 2000, we completed our follow-on public offering of
3,750,000 shares of common stock priced at $60.00 per share, of which 1,750,000
shares were sold by INT Media Group and 2,000,000 shares were sold by Penton
Media, Inc. Net proceeds received by INT Media Group from the follow-on offering
were approximately $98.3 million. INT Media Group did not receive any of the
proceeds from the sale of shares by Penton Media, Inc.

     As of March 31, 2002, INT Media Group had total current assets of
approximately $31.4 million and total current liabilities of $8.6 million, or
working capital of approximately $22.8 million.

     Net cash used in operating activities was $2.4 million for the three months
ended March 31, 2001 and net cash provided by operating activities was $418,000
for the three months ended March 31, 2002. Net cash used in operating activities
for the period ended March 31, 2001 was primarily a result of our net losses
adjusted for depreciation and amortization, non-cash barter transactions,
provision for losses on accounts receivable, equity losses from international
and venture fund investments and a decrease in accounts receivable. Net cash
provided by operating activities for the period ended March 31, 2002 was
primarily a result of our net losses adjusted for depreciation and amortization
as well as a decrease in accounts receivable and an increase in deferred
revenues offset by decreases in accounts payable and accrued expenses.

     Net cash used in investing activities was $21.1 million for the three
months ended March 31, 2001 and $379,000 for the three months ended March 31,
2002. Net cash used in investing activities was primarily a result of
acquisitions of Web sites and related Internet media properties and capital
expenditures.

     Net cash provided by financing activities was $55,000 for the three months
ended March 31, 2001. Net cash provided by financing activities for the three
months ended March 31, 2001 was from the exercise of stock options.

     Capital expenditures were $1.3 million for the three months ended March 31,
2001 and $108,000 for the three months ended March 31, 2002.

     INT Media Group believes the combination of cash on hand and operating cash
flow will provide sufficient liquidity for the next twelve months.

                                       12
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and SFAS
No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations subsequent
to June 30, 2001 and specifies criteria for recognizing intangible assets
acquired in a business combination. SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment at least annually. Intangible assets with
definite useful lives will continue to be amortized over their estimated useful
lives. SFAS No. 142 is effective for fiscal years beginning after December 15,
2001. On January 1, 2002, SFAS No. 142 became effective and as a result, INT
Media Group ceased amortizing the remaining goodwill. If the non-amortization
provisions of SFAS 142 had been effective in 2001, net loss and basic and
diluted net loss per share for the three months ended March 31, 2001, would have
been $5.4 million and $0.21, respectively. INT Media Group is currently
evaluating the effect, if any, that the impairment review may have on its
results of operations or its financial position.

     Also in July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This standard addresses the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The standard is effective for
fiscal years beginning after June 15, 2002. INT Media Group's management does
not expect the adoption of SFAS No. 143 to have a material impact on INT Media
Group's financial results.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". This standard addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The standard is effective for fiscal years beginning after December 15, 2001.
Adoption of SFAS No. 144 has not had a material impact on INT Media Group's
financial results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

     We have no derivative financial instruments or derivative commodity
instruments in our cash and cash equivalents. We have invested our net proceeds
from our public offerings in short-term, interest-bearing, investment grade
securities. Our transactions are generally conducted, and our accounts are
generally denominated, in United States dollars. Accordingly, we are not exposed
to significant foreign currency risk.


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<PAGE>

PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

          For a description of material pending legal
          proceedings affecting the Registrant, see "Item
          3. Legal Proceedings" contained in the
          Registrant's Annual Report on Form 10-K for the
          fiscal year ended December 31, 2001.

Item 2.   CHANGES IN SECURITIES

          Not Applicable

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          Not Applicable

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not Applicable

Item 5.   OTHER INFORMATION

          Not Applicable

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          The following is a list of exhibits filed as part of this Report on
          Form 10-Q. Where so indicated by footnote, exhibits, which were
          previously filed, are incorporated by reference. For exhibits
          incorporated by reference, the location of the exhibit in the previous
          filing is indicated parenthetically except for in those situations
          where the exhibit number was the same as set forth below.

          Exhibit Number  Description
          --------------  ------------------------------------------------------
          11              Statement Regarding Computation of Per Share Earnings
                          (Loss)(included in notes to consolidated financial
                          statements)

     (b)  Reports on Form 8-K

          On May 10, 2002 INT Media Group filed a Form 8-K disclosing a change
          in INT Media Group's independent public accountants.

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<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Dated: May 15, 2002             INT Media Group, Incorporated


                                 /s/ Christopher S. Cardell
                                -----------------------------------------------
                                Christopher S. Cardell
                                Director, President and Chief Operating Officer


                                 /s/ Christopher J. Baudouin
                                -----------------------------------------------
                                Christopher J. Baudouin
                                Chief Financial Officer
















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